FORUM ENERGY TECHNOLOGIES, INC. (NYSE:FET) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Securities and Exchange Commission (SEC) on February 21, 2017 by
Forum Energy Technologies, Inc. (the Company), Mr. Prady Iyyanki
was appointed as President and Chief Executive Officer of the
Company, effective May 16, 2017.
by the Employment Agreement Mr. Iyyanki previously entered into
with the Company, dated December 18, 2013 and effective as of
January 13, 2014. In connection with his appointment as President
and Chief Executive Officer, (i) Mr. Iyyankis base salary
increased from $475,000 to $650,000, with a target bonus of 50%
and a maximum bonus of 200% of his base salary based on the
Companys performance, and (ii) the Company granted to Mr. Iyyanki
72,073 restricted stock units, which will vest ratably over a
period of four years.
Annual Meeting of the Companys Stockholders (the 2017 Annual
Meeting) held on May 16, 2017, stockholders of the Company, upon
the recommendation of the Board of Directors (the Board),
approved the Companys Employee Stock Purchase Plan (the ESPP),
which was previously adopted by the Board, subject to approval by
the Companys stockholders. The ESPP allows employees to purchase
shares of the Companys common stock through payroll deductions at
a discount of up to 15% of market value. The offering periods
under the ESPP are generally six months in duration. Employees
are limited to a maximum payroll deduction of up to 30% of
eligible compensation and may not purchase more than $25,000 in
shares each calendar year under the ESPP. A total of 900,000
shares of the Companys common stock have been reserved for
issuance under the ESPP.
Proxy Statement filed with the SEC on April 3, 2017 (the Proxy
Statement) for the 2017 Annual Meeting. The foregoing and the
summary in the Proxy Statement are not complete summaries of the
terms of the ESPP and are qualified by reference to the text of
the ESPP, which is filed as Appendix A to the Proxy Statement and
as Exhibit 10.1 hereto and incorporated herein by reference.
on at the 2017 Annual Meeting and the results thereof were as
follows:
|
1.
|
Election of Directors. The following individuals were
elected as Class II directors to the Companys Board of Directors for a term of three years, each to serve until the annual meeting of stockholders in 2020 or until their successors are duly elected and qualified: |
|
Nominee
|
For
|
Withheld
|
Broker
Non-Votes
|
||||||
|
Evelyn M. Angelle
|
85,637,712
|
1,515,899
|
5,334,536
|
||||||
|
John A. Carrig
|
85,440,875
|
1,712,736
|
5,334,536
|
||||||
|
Prady Iyyanki
|
84,505,815
|
2,647,796
|
5,334,536
|
||||||
|
Andrew L. Waite
|
83,303,621
|
3,849,990
|
5,334,536
|
||||||
|
2.
|
Approval of Executive Compensation, by Non-Binding
Vote. Stockholders approved, on an advisory basis, the compensation of the Companys named executive officers: |
|
Votes Cast
|
||
|
For
|
81,831,762
|
|
|
Against
|
2,972,717
|
|
|
Abstentions
|
2,349,132
|
|
|
Broker Non-Votes
|
5,334,536
|
|
|
3.
|
Approval of the Companys Employee Stock Purchase Plan.
Stockholders approved the Companys Employee Stock Purchase Plan: |
|
Votes Cast
|
||
|
For
|
84,587,695
|
|
|
Against
|
232,525
|
|
|
Abstentions
|
2,333,391
|
|
|
Broker Non-Votes
|
5,334,536
|
|
|
4.
|
Ratification of Auditors. Stockholders ratified the
appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for 2017: |
|
Votes Cast
|
||
|
For
|
89,982,917
|
|
|
Against
|
168,502
|
|
|
Abstentions
|
2,336,728
|
|
|
Broker Non-Votes
|
||
|
Exhibit Number
|
Description
|
|
10.1
|
Forum Energy Technologies, Inc. Employee Stock Purchase
Plan (incorporated herein by reference to Appendix A to the Companys Proxy Statement for the 2017 Annual Meeting filed with the SEC on April 3, 2017). |
About FORUM ENERGY TECHNOLOGIES, INC. (NYSE:FET)
Forum Energy Technologies, Inc. is an oilfield products company. The Company designs, manufactures and distributes products and engages in aftermarket services, parts supply and related services. It operates through two segments: Drilling & Subsea, and Production & Infrastructure. Its product offering includes a mix of engineered capital products and replaced items that are used in the exploration, development, production and transportation of oil and natural gas. Its capital products are targeted at drilling rig equipment for rigs, upgrades and refurbishment projects; subsea construction and development projects; the placement of production equipment on producing wells; pressure pumping equipment, and downstream capital projects. Its engineered systems are components used on drilling rigs for completions or in the course of subsea operations, while its consumable products are used to maintain operations at well sites in the well construction process. FORUM ENERGY TECHNOLOGIES, INC. (NYSE:FET) Recent Trading Information
FORUM ENERGY TECHNOLOGIES, INC. (NYSE:FET) closed its last trading session down -0.65 at 16.00 with 1,138,110 shares trading hands.